Robert Downey Jr. as Mr. Willowby

Leslie Nielsen as Baxter

Stockard Channing as Miss Adelaide

Kevin Clash as Father Mouse (voice)

Julianne Buescher as Beverly Mouse (voice)

David Rudman as Ned Mouse (voice)

Steve Whitmire as Kermit the Frog / Bear / Owl (voice)

Bill Barretta as Bear (voice)

Bruce Lanoil as Bear / Owl (voice)

Kevin Thompson as Bear

Shari Weiser as Bear

Tracey Thompson as Bear